1007004 Informal Interpretation

From: Redacted
Sent: Monday, July 12, 2010 12:43 AM
To: Verne, B. Michael
Cc: Redacted
Subject: Investment Fund

Mike, I representan investment fund which, like many others, has several funds (the"separate funds") each of which is an LLC or an LP and its own UPE.The investments for the separate funds are directed by an individual whichdirectly or indirectly holds some equity, but not 50% or more, in each separatefund. The investment fund in some cases encourages companies in which itinvests to take actions to improve shareholder value. In all cases theinvestment fund, including the holdings of each separate fund, does not acquire50% or more of the outstanding voting securities of the public companies inwhich it invests. The separate funds often, but not always, invest in the samecompanies. Each separate fund has beneficial ownership of the shares which itinvests. Three of the separate funds are creating a new entity (newco) whichwill not be controlled by any of three separate funds. The newco will not havea balance sheet and when tested under 16 CFR 801.11(e) will not meet theminimum size of person test. The newco intends to purchase up to the $200million (as adjusted) threshold of a public company without filing. One or moreof the three separate funds may also have, or will make, an investment in thepublic company below the $50 million (as adjusted) threshold without filing. Myview is that given the facts set out no HSR filings are required. Do you Agree?